Shareholder Committees

RBS Shareholder Campaign and AGM voting recommendations – Update 18, 17 April 2020

 RBS could do better! It would be wrong to lambast RBS in the eye of the COVID-19 storm, but we note the following issues: 2020 AGM solution requires voting before discussion Directors’ shareholdings are too small – no alignment with shareholders No information on potential loan impairments from COVID-19 pandemic Market cap of £12bn is too small versus £723bn total assets The RBS Board has in this time of crisis, reverted to type – communication flows and quality of ...

VOTE FOR RBS AGM SPECIAL RESOLUTION 28 SHAREHOLDER COMMITTEE

RBS have now sent out the 2019 AGM circular to shareholders. This contains Resolution 28 requiring RBS to establish a Shareholder Committee, which was requisitioned by ShareSoc and UKSA members. If you own RBS shares, please vote for our resolution. Sadly, the RBS Board will be voting against our resolution and have recommended shareholders to vote against it. Their rationale (which is full of spurious reasons and illogic) is as follows: The concept of a shareholder committee was included in the Government’s Green ...

Excessive Pensions, Lloyds Bank and RBS

Over 20% of shareholders voted against the Lloyds 2017 Remuneration Report. Lloyds then consulted with shareholders, but this still resulted in the awful recent press. Clearly the engagement process did not work. I therefore call for Lloyds Bank to implement a Shareholder Committee, which is a more formal and regular engagement process, which builds trust and understanding between committee members and the company. This can only improve the current processes. The Lloyds 2018 annual report says: Responding to feedback We were disappointed that our ...

Guidance for UK Boards on Stakeholders

Review and commentary by Cliff Weight ICSA: The Governance Institute and The Investment Association (IA) have launched guidance to help UK company boards ensure they understand and weigh up the interests of their stakeholders when making strategic decisions. Commentary: My view is • They have recommended 10 principles. Principle number 9 is important -“The board should report to its shareholders on how it has taken the impact on key stakeholders into account when making decisions.” - The Government will introduce legislation to this effect ...

Vested Interests Win a Battle… but We Will Win the War!

In a speech made in 2016, Theresa May said: ...And I want to see changes in the way that big business is governed. The people who run big businesses are supposed to be accountable to outsiders, to non-executive directors, who are supposed to ask the difficult questions, think about the long-term and defend the interests of shareholders. In practice, they are drawn from the same, narrow social and professional circles as the executive team and – as we have seen time and ...

Hard Hitting BEIS Report on Corporate Governance and Pay

The BEIS Commons Select Committee have today published a strongly worded report on Corporate Governance after its recent hearings on the subject. Here are some of the key points they make: They agree with the Prime Minister that high levels of executive pay need to be tackled "for the benefit of society as a whole". They forcefully recommend that Long Term Incentive Plans (LTIPs) should be abolished as soon as possible because they create perverse incentives and are often a way ...

Restoring Responsible Ownership

"Restoring Responsible Ownership" is the title of a paper published today by Chris Philp, M.P., on the topic of "Ending the Ownerless Corporation and Controlling Executive Pay". Many people, including ShareSoc, have pointed out the problems in the current governance of public companies. Professor John Kay covered many of the issues in his admirable review of how the stock market operates in his Kay Review a few years ago. One of the symptoms has been rapidly rising director pay as institutions ...